# RingsX — Self-Billing Agreement **Status:** Draft after 3 final legal changes — pending counsel review (**NO-GO for live operation**) **Version:** 2.3.1-final-review **Filename (release package):** `RINGSX_SELF_BILLING_VEREINBARUNG_2.3.1-final-review.en.md` **German binding version:** `RINGSX_SELF_BILLING_VEREINBARUNG_2.3.1-final-review.md` **Date:** 13 August 2026 **Companion document:** `RINGSX_PARTNERVERTRAG_1.3.1-final-review.en.md` **Binding language:** German (this English version is a complete convenience translation of the same version number and structure) > **Language.** The German version is the legally binding version. This English version is a complete convenience translation. In the event of any inconsistency, the German version prevails, to the extent legally permissible. > **Note to counsel:** This is a professionally prepared contract draft based on the RingsX partner programme and the Legal Implementation Spec of 13 August 2026. It does not replace legal advice or a final sign-off by an Austrian lawyer. Please approve, strike or reword. After sign-off the text will be accepted electronically in the Partner Portal in a versioned form (hash + name/role + checkbox snapshot). > **Lawyer final sign-off required before live.** Without counsel approval of this agreement and the related tax-treatment matrix: no live self-billing. Live Gutschriften also remain blocked until external tax review of the first real case. --- ## Parties **RingsX** Tobias Huemer, trading as RingsX Tachlau 2, 4655 Vorchdorf, Austria VAT ID: ATU82803101 Email (billing): info@ringsx.app (hereinafter "**RingsX**") and **Partner** the natural person, legal entity or partnership recorded in the RingsX Partner Portal that provides marketing, advertising and referral services for RingsX (hereinafter "**Partner**") RingsX and Partner together the "**Parties**". This agreement supplements the RingsX Partner Agreement ("**Partner Agreement**") and applies only to the extent the Partner is billed for the relevant settlement by **self-billing (Gutschriftverfahren)**. If there is a conflict on questions of the self-billing procedure, issuance, delivery, acceptance and correction of self-billing documents, this agreement prevails over the Partner Agreement, unless mandatory law provides otherwise. Otherwise the document order agreed in the Partner Agreement applies. --- ## Preamble 1. RingsX operates a digital training app. The Partner places RingsX flyers or tracking links and thereby provides marketing, advertising and referral services. 2. End customers purchase app subscriptions via the Apple App Store or Google Play. The Partner does **not** sell app licences. 3. The Partner receives a revenue-share remuneration under the Partner Agreement. 4. To the extent tax- and contract-permissible and the billing model "Self-Billing" is released for the Partner, RingsX issues self-billing invoices in the name and on behalf of the Partner. --- ## 1. Subject matter and scope 1.1 The Partner authorises RingsX to issue **self-billing invoices (Gutschriften)** in the name and on behalf of the Partner for the marketing, advertising and referral services provided under the Partner Agreement. 1.2 This authorisation applies only to billing periods in which RingsX has activated the billing model "Self-Billing" for the Partner after review of the Partner's billing/tax profile. If partner invoice or manual billing is provided for a period, no self-billing authorisation arises from this agreement for that period. 1.3 Preliminary partner overviews ("Preliminary Statements") are **not** tax documents and not self-billing invoices. 1.4 The person acting for the Partner confirms by accepting this agreement that they are authorised to bind the Partner and that the Partner acts as an entrepreneur and not as a consumer. --- ## 2. Measurement of remuneration (net) 2.1 The basis of remuneration is the contractually defined **finalised attributable store proceeds** (after the deductions expressly permitted in the Partner Agreement), not list price or estimates. 2.2 **Net remuneration and VAT.** The revenue share calculated under the Partner Agreement is the Partner's net remuneration for its marketing, advertising and referral services. To the extent VAT is owed by the Partner on that supply under the VAT law applicable to the relevant billing case and is properly charged, such VAT is paid in addition to the net remuneration. To the extent the tax liability shifts to RingsX as recipient (reverse charge), no Austrian VAT is paid out to the Partner on the revenue share. The concrete tax treatment follows the tax profile approved for the relevant billing period and mandatory statutory rules. 2.3 The amount and commercial calculation of the revenue share follow exclusively from the Partner Agreement then in force, including Annex A. This Self-Billing Agreement does not change the revenue-share rate or the commercial calculation base agreed there. --- ## 3. No duplicate invoice 3.1 For services covered by a RingsX self-billing document, the Partner issues **no** additional invoice of its own. 3.2 If the Partner issues an additional invoice for a performance period already billed by a RingsX self-billing document, RingsX may hold the amounts affected by the duplicate billing pending clarification. Other undisputed payouts may be included in a hold only if there is a concrete factual reason for a broader freeze. --- ## 4. Issuance, content and immutability 4.1 For each monthly billing period for which Self-Billing is activated and a billing-relevant Final Settlement exists, RingsX creates the required self-billing documents after finalisation of the billing period. Creation occurs independently of whether the payout threshold has been reached. 4.2 Each self-billing document bears at least the designation **"GUTSCHRIFT / SELF-BILLING INVOICE"** and contains at least: a unique consecutive document number, issue date, the parties including tax-relevant identifiers where required, a description of services (marketing, advertising and referral services under the RingsX Partner Agreement), the performance/billing period, the net amount, VAT rate and amount where applicable, the total amount in EUR, required tax notices (including a reverse-charge notice where released), and a reference to this agreement or its version. 4.3 After issuance the document content is **immutable**. Erroneous documents are not silently changed, but corrected by cancellation and/or correction documents. Document numbers already assigned are not reused. --- ## 5. Delivery 5.1 RingsX makes each self-billing document available for lasting download in the protected Partner Portal and additionally sends an email notification or document copy to the billing email address verified in the billing profile. The Parties agree this electronic form of transmission. 5.2 The time of delivery is logged on the basis of the documented portal availability and the email dispatch. Decisive for the start of the acceptance period under clause 6.4 is the documented time of effective delivery (`delivery_completed_at`). 5.3 If RingsX has a technical indication that the billing email is undeliverable (in particular a hard bounce), delivery is marked as requiring clarification; the deemed-acceptance period under clause 6.4 is paused or not continued, and the affected payout may be suspended until contact data are corrected and redelivery occurs. After successful redelivery the period starts anew. 5.4 The Partner keeps the billing email current. --- ## 6. Review, acceptance and dispute of individual self-billing documents 6.1 The Partner reviews each self-billing document without delay after receipt. 6.2 The Partner may **accept** a self-billing document in the Partner Portal or **dispute** it via the dispute function. 6.3 Disputes must be reported and reasoned without culpable delay via the portal or by email to info@ringsx.app. 6.4 Unless the Partner has already expressly accepted or disputed the self-billing document, it is deemed accepted for contractual settlement **14 calendar days** after proper electronic delivery. This does not limit mandatory statutory rights and duties to object for tax purposes, to correct, or to challenge an incorrect VAT statement. If a party later identifies a tax- or calculation-relevant error, the agreed correction procedure is to be initiated. --- ## 7. Tax status and change notification 7.1 The Partner confirms that it provides the services as an entrepreneur and not solely as a private consumer. 7.2 The Partner notifies RingsX without delay of: changes to VAT ID / VAT status, small-business / SME status, seat, legal form, billing address and other tax-relevant data. 7.3 Tax-relevant changes may suspend payout until RingsX has re-reviewed the billing profile. Documents already issued are not subsequently overwritten or silently changed. If a change or correction of tax status has retroactive effect on an already billed period, the affected documents are — where required — adjusted solely by cancellation, correction or other lawful amending documents. 7.4 The Partner remains responsible for the tax registration, reporting, return and payment duties applying to it. Statutory tax duties of RingsX, in particular as issuer of a self-billing document or as recipient in a reverse-charge case, remain unaffected. --- ## 8. Payout 8.1 Open partner liabilities are kept in EUR. 8.2 RingsX pays out when the cumulative payable balance reaches the configured threshold (currently **EUR 50**), compliance prerequisites are met and no hold exists (e.g. dispute, missing delivery, tax review). If the payout threshold is reached and no such holds exist, the payable amount is paid in the next regular RingsX payout run. Holds are in principle to be limited to the affected documents or amounts. A freeze of all undisputed payouts is permitted only if a concrete documented compliance, tax, identity or payment reason justifies a broader hold. 8.3 The payout threshold **does not delay** required self-billing issuance. Monthly billing/tax documents arise independently of the EUR 50 threshold. 8.4 One incoming payment may settle several self-billing documents. --- ## 9. Refunds and subsequent corrections 9.1 Later genuine consideration changes (e.g. store refunds/chargebacks after final confirmation) are not reflected by silently changing the original self-billing document, but by adjustment and — where required — correction/cancellation documents. The economic adjustment is allocated to the period of the subsequent change. A VAT or other tax correction is made in the correction period that is decisive under the tax law applicable to the concrete billing case. 9.2 If the original self-billing document was erroneous from the outset, cancellation/correction is made with reference to the original document. 9.3 RingsX does not automatically debit the Partner's bank account. Negative balances may be set off against future revenue-share claims, to the extent legally permitted; at partnership end or the final end of future claims, a manual clarification takes place. --- ## 10. Retention Both parties retain issued documents and related evidence for at least **seven years** and longer to the extent required by law or because of pending proceedings. --- ## 11. Versioning and re-acceptance 11.1 This agreement has a version number. The version accepted by the Partner, including text hash and a full contract snapshot, is stored. 11.2 A new express consent to this Self-Billing Agreement is required for material changes, in particular changes to: - the self-billing authorisation or its scope; - the procedure for issuance or electronic delivery; - the acceptance / deemed-acceptance / dispute procedure; - the requirements for tax-status and billing data; - the correction, cancellation or adjustment procedure; - set-off or payout rules directly governed in this agreement; - the rules on electronic acceptance and documentation; - the law or venue applicable to this agreement. Changes solely to the Partner Agreement trigger the re-acceptance provided there. They do not by themselves require a new acceptance of this Self-Billing Agreement, provided this agreement's material substance remains unchanged. 11.3 Purely non-material changes (typos, layout, formatting, updated contact address/email, portal URL, purely clarifying wording without a change of law) do not require a new express consent; the new version is archived. --- ## 12. Term This agreement takes effect upon electronic acceptance in the Partner Portal and applies for as long as Self-Billing is applicable for the Partner. Termination of the Partner Agreement does not end this agreement to the extent revenue-share claims still arise under the Partner Agreement from attributions validly established before termination and those claims continue to be settled by self-billing. For those settlements this agreement continues until those claims are fully ended and settled. It ends once no corresponding revenue-share claims can arise any longer, or Self-Billing is validly replaced by partner invoice or another permitted billing model. --- ## 13. Final provisions 13.1 If a provision is invalid, the remainder remains valid. Headings are for readability only. Mandatory law remains unaffected. Failure to exercise a right does not constitute a waiver. 13.2 **Text form.** Text form for the purposes of this agreement includes in particular email and documented declarations in the RingsX Partner Portal, unless mandatory law or a provision expressly requires a stricter form. Material amendments follow clause 11.2 and require the new consent provided there. Non-material changes under clause 11.3 may be versioned and made available in documented form without new consent. 13.3 **Governing law and venue.** Austrian law applies, excluding its conflict-of-law rules, unless mandatory law provides otherwise. For all disputes arising out of or in connection with this agreement, to the extent a jurisdiction agreement is legally permitted, the District Court of Gmunden (Bezirksgericht Gmunden) or the Regional Court of Wels (Landesgericht Wels) has exclusive jurisdiction, depending on subject-matter competence. 13.4 The German version is binding. This English version is a complete convenience translation of the same version number and structure; in the event of any inconsistency, the German version prevails, to the extent legally permissible. --- ## Electronic acceptance — to be confirmed by the Partner In the Partner Portal the Partner must expressly confirm (checkboxes; stored as structured JSON + immutable acceptance snapshot; displayed language, text and status per checkbox, timestamp, partner/user/role, contract version, contract hash, acceptance snapshot): 1. `[ ] I authorise RingsX to issue self-billing invoices in the name and on behalf of the Partner for released Self-Billing periods.` 2. `[ ] I will not issue an additional duplicate invoice for a period already billed by a valid RingsX self-billing document.` 3. `[ ] I agree to electronic delivery via the Partner Portal and the verified billing-email process.` 4. `[ ] I will notify changes to tax / VAT / SME status, legal entity, address or billing data without delay.` 5. `[ ] I accept the agreed correction, cancellation and adjustment procedure.` 6. `[ ] I confirm that I am authorised to bind the Partner.` 7. `[ ] I confirm that the Partner acts as an entrepreneur and not as a consumer.` 8. `[ ] I have read Self-Billing Agreement version 2.3.1-final-review and accept it.` Without the required confirmations: no Self-Billing activation and no payout on the basis of Self-Billing. --- # Annex A — Language and convenience translation This English document is the **complete convenience translation** of Self-Billing Agreement version **2.3.1-final-review**, with the same section structure and version number as `RINGSX_SELF_BILLING_VEREINBARUNG_2.3.1-final-review.md`. The German version is legally binding. In the event of any inconsistency, the German version prevails, to the extent legally permissible. This English version is not a counsel sign-off of the contract package. --- # Annex B — Remaining open counsel decisions Please tick / complete in the reply. (HVertrG / referral characterisation and the liability cap are decided in the **Partner Agreement**, not here.) | # | Topic | Decision | |---|---|---| | 1 | **Complete EN translation** of this agreement before non-DE partners | ☑ complete EN version prepared as convenience translation — not a counsel EN sign-off | | 2 | Entire Self-Billing Agreement version 2.3.1-final-review | ☐ approved for live ☐ resubmit with changes | **Sign-off (counsel):** Name / firm / date / signature or email confirmation: _______________ --- *End of draft — Version 2.3.1-final-review — English convenience translation — NO-GO without lawyer final sign-off*